Amendment: SEC Form SC TO-I/A filed by Nexxen International Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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(Amendment No. 2)

(Rule 13e-4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

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(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Ordinary Shares, Par Value NIS 0.02 Per Share

(Title of Class of Securities)

M8T80P204

(CUSIP Number of Class of Securities)

Amy Rothstein

Chief Legal Officer

Nexxen International Ltd.

100 Redwood Shores Parkway, 3rd Floor

Redwood City, California 94065

(425) 279-1222

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Person)

Copies to:

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

 

 

This Amendment No. 2 to Schedule TO (together with any exhibits and annexes attached hereto, this “Amendment No. 2”), is filed by Nexxen International Ltd., a company organized under the laws of Israel (the “Company”), and amends and supplements the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 2, 2025, as amended by Amendment No. 1 filed with the SEC on May 8, 2025 (together with any amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to an offer by the Company to cancel certain outstanding options to purchase the Company’s ordinary shares held by eligible employees of the Company and its subsidiaries in exchange for a cash payment (the “Offer”), upon the terms and subject to the conditions set forth in the Offer to Cancel Eligible Options for Cash dated May 1, 2025 (the “Offering Memorandum”), filed as Exhibit (a)(1)(A) to the Schedule TO and incorporated herein by reference.

This Amendment No. 2 is being filed to reflect certain updates as described below. Except as otherwise set forth in this Amendment No. 2, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 2. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 2 together with the Schedule TO and the Offer.

Amendments to the Schedule TO

Item 10. Financial Statements.

(a) Financial Information.

 

Not applicable.

(b) Pro Forma Information.

Not applicable.

Offering Memorandum – Section 2. Purpose of the Offer

Page 15 of the Offering Memorandum is amended and supplemented by adding the following after the third paragraph:

In deciding whether to tender your Eligible Option grants pursuant to the Offer, you should understand that we evaluate acquisitions or investments in the ordinary course of business on an ongoing basis. At any given time, we may be reviewing one or more of these transactions. These transactions may be announced or completed in the ordinary course of business during the pendency of this Offer, but there can be no assurance that a transaction will be available to us or that we will choose to take advantage of any such transaction. If we enter into a transaction, such as a merger or similar transaction, that could result in a change in control of the Company, we reserve the right, in the event of a merger or similar transaction, to take any actions we deem necessary or appropriate to complete a transaction that our board of directors believes is in the best interest of the Company and our shareholders. As a result of any such transaction, our cash position, assets, or capital structure could change, or the percentage ownership of our shareholders could be significantly diluted, and where such a transaction results in the Company’s issuance of additional securities, these newly issued securities may have rights, preferences or privileges senior to those of existing shareholders. Any of these events, among others, could materially impact the value of your Eligible Options.

Subject to the foregoing and except as otherwise disclosed in the Offer to Exchange, in our filings with the SEC or in other public disclosure, as of the date hereof, we have no plans, proposals or negotiations (although we often consider such matters in the ordinary course of our business and intend to continue to do so in the future) that relate to or would result in any of the following:

 

 

 

 

 

 

 

 

 

Offering Memorandum – Section 4. Procedures for Tendering Your Eligible Options

 

Page 17 of the Offering Memorandum is amended and supplemented by replacing the second paragraph with the following:

 

Making Your Election. To participate in the Offer, you must tender Eligible Options before the Offer Termination Date. To tender your Eligible Options, you must go online to the Offer Website https://www.computersharecas.com/nexxen and complete an online election form to confirm your election to participate in the Offer. We will make computer and Internet access available at our office locations to any Eligible Participant who does not have Internet access.

 

 

Offering Memorandum – Section 5. Withdrawal Rights; Change in Election

 

Page 18 of the Offering Memorandum is amended and supplemented by replacing the first through fifth paragraphs with the following:

 

You may withdraw your election only by following the procedures described in this Section 5.

 

To withdraw your election to tender your Eligible Options in the Offer, you must go to the Offer Website at https://www.computersharecas.com/nexxen and change your election to participate. We will make computer and Internet access available at our office locations to any Eligible Participant who does not have Internet access.

 

If you do not withdraw before 11:59 p.m. Eastern Time on May 30, 2025 (or, if we extend the Offer period, a later date will be specified), your change in or withdrawal from your election to tender Eligible Options will not be given effect. In addition, under U.S. securities laws, you may withdraw any Eligible Options you elected to tender pursuant to the Offer if after forty (40) business days after the commencement of the Offer, we have not accepted for payment all Eligible Options you elected to tender under the Offer. The date of the fortieth (40th) business day following the commencement of the Offer is June 27, 2025. Once you have withdrawn your election to tender your Eligible Options, you may re-elect to tender your Eligible Options only by again following the election procedure described in Section 4 of this document on or before the Offer Termination Date.

 

We will determine all questions as to the form and validity (including time of receipt) of withdrawals. Our determinations regarding these matters will be final and binding on all parties. Neither we nor any other person is obligated to give you notice of any errors in any withdrawal, and no one will be liable for failing to give notice of any errors.

 

 

We also expressly reserve the right, in our reasonable judgment, before the Offer Termination Date, to terminate or amend this Offer and to postpone our acceptance and cancellation of any options tendered for cancellation upon the occurrence of any of the conditions specified in Section 7 by giving written notice of such termination, amendment or postponement to the Eligible Participants and making a public announcement, including electronically posted or delivered notices. Our reservation of the right to delay our acceptance and cancellation of options tendered for cancellation is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the options tendered for cancellation promptly after termination or withdrawal of an offer.

 

We recommend that, in addition to the Schedule TO, including its exhibits, this Offer and the Terms of Election, you review the following materials that we have filed with the SEC before making a decision on whether to accept the Offer:

 

 

 

 

Our SEC filings are available to the public on the SEC’s website at www.sec.gov.  We also make available on or through our corporate website at https://investors.nexxen.com/financial-results/sec-filings, free of charge, copies of these reports as soon as reasonably practicable after we electronically file or furnish them to the SEC.

 

Item 12. Exhibits.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.